(d) TAX INDEMNITEE CONTROLLED CONTESTS: The affected Tax
 Indemnitee shall, at the expense of Lessee, conduct and
 control any contest (other than a Lessee Controlled Contest)
 of a Tax Claim pursuant to this Clause 5.12, provided,
 however, that in no event shall the Tax Indemnitee be required
 to commence or continue any contest pursuant to this Clause
 5.12 unless (and only so long as) the conditions described in
 clause 5.12(b) are satisfied. With respect to any contest
 conducted by the a Tax Indemnitee, the Tax Indemnitee shall
 have sole control over such contest (including choice of
 forum) but shall consult in good faith with Lessee and shall
 consider in good faith reasonable requests of Lessee including
 reasonable requests to participate in such contest.

 (e) No Tax Indemnitee shall settle or compromise any Tax Claim or
 contest proceeding or (except as permitted by Clause 5.12(a))
 refrain from appealing any adverse determination with respect
 thereto without the prior written consent of Lessee, provided
 that a Tax Indemnitee may in its sole discretion
 unconditionally waive in writing its right to the
 indemnification provided for in Clause 5.8 with respect to any
 Tax Claim and refrain from contesting, or continuing the
 contest of, such claim, in which event:

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 (i) Lessee shall have no liability to such Tax Indemnitee
 with respect to such Tax Claim (and, if the Indemnified
 Tax that is the subject of such Tax Claim is a recurring
 Tax, with respect to any corresponding claim with
 respect to any other taxable period if and to the extent
 that such failure to contest causes the contest of such
 corresponding claim to be precluded), and